Wynn Resorts co-founder Elaine Wynn, 72, was crowned the “Queen of Las Vegas” for playing an understated but hands-on role in her ex-husband Steve Wynn's string of runaway casino successes. After all, the Wynns had a hand in [or Steve Wynn built] Treasure Island, The Mirage, The Bellagio, The Wynn and Encore, each of which remade the Strip and turned Vegas from a gambling boom-town to the top entertainment, gaming and shopping destination in the U.S.

Now, as she fights to keep her place at Wynn Resorts amid a complex boardroom battle, Elaine Wynn is stepping out from the shadows to prove that the company's success - with its flamboyant but tasteful style and aspirational brand - is a reflection of her work, and not just that of her visionary former husband of over four decades.

"As the co-founder of Wynn Resorts, my contribution to the company transcends an operational role in any one project. When you walk into one of our resorts, you are entering the embodiment of a significant portion of my life’s work," Wynn told Forbes by email.

Profiled as a tenacious, but graceful businesswoman in the Style section of the New York Times, a close advisor and counterbalance to Steve Wynn in a 2005 Vogue feature, and a fulcrum of Las Vegas's diversification from gaming in the Shopping section of the Los Angeles Times, Wynn's case will be made in unfamiliar territory: a proxy campaign with public stockholders that's normally the province of powerful activist hedge funds.

Wynn Resorts wants to oust Elaine Wynn from its board after thirteen years because of a lawsuit she filed against Steve Wynn over her ability to sell stock. She's currently the third largest shareholder of Wynn Resorts, with a 9.4% stake worth in excess of $1.2 billion at current prices, but it is paper wealth. A 2012 shareholder agreement limits her to $10 million in annual share sales over the next decade, a restriction that's become a constraint as she's begun to focus on philanthropic causes like education reform, and even started to consider Warren Buffett and Bill Gates's Giving Pledge.

Elaine Wynn onstage during the Communities In Schools of Los Angeles Gala 2014.

Wynn's wish to get out from under the shareholder agreement has thrown a wrench atop Wynn Resorts. Her potential sale of stock could significantly lower Steve Wynn's control over the company. Open litigation also makes for tense board meetings, where directors have said they fear company communications may eventually filter into public court battles.

In January, Steve Wynn told Elaine Wynn by telephone the company's independent directors were uncomfortable with her board role given the open lawsuit. By early March, Wynn Resorts decided not to re-nominate her, and instead the company reduced the size of its board and put Ted Virtue, a private equity executive, and John Hagenbuch, a retired real estate and private equity executive, up for election on its proxy card.

There are other problems with Elaine Wynn's wish to have discretion over her shares: restrictive bond covenants mean that a significant sale of her stock could trigger a change of control event that would cause debts to come due. Insider selling is also never good optics. [Elaine Wynn has said she plans to remain a "significant stockholder" even if she is granted freedom to sell her shares]

Those issues grabbed the eye of proxy advisor Institutional Shareholder Service, which on Monday did not recommend investors vote for Elaine Wynn's proxy card. ISS fretted over bond covenants, and it also characterized Wynn Resorts' governance as "among the worst, not the best, of U.S companies." For that ISS placed the blame on Elaine Wynn even as they blasted boardwide decisions like easy-to-hit performance targets on bonus payouts, and Steve Wynn's rising incentive pay. The firm also didn't endorse the company's recommendations either, telling investors to withhold votes for Virtue and Hagenbuch.

That ISS dwelled on her voting record when making its recommendation was a wakeup call for Elaine Wynn. But it may have also been besides the point.

The fight is really about Steve Wynn's grip on Wynn Resorts, a bold, free-wheeling and high spending empire that's become the best-performing large U.S. casino stock of the 21st century. And because the proxy fight threatens the ouster of Elaine Wynn, it is also a referendum on her career.

Elaine Wynn claims she has and continues to play an integral part in the company's success and now is calling for credit from shareholders for Wynn's consistently striking design and its perch atop Las Vegas's growing high-end shopping economy.

With nearly 20% of votes automatically cast in her favor, Elaine Wynn will need support from large institutions like T. Rowe Price, an over 16% shareholder, and vocal public pension investors like CalPERS, CalSTRS and the New York Common Retirement Fund. She'll also need them to disregard ISS's recommendation. [Those shareholders either declined to comment or had not yet decided]

Wynn believes she's an attentive culture carrier for the company's thousands of employees, and especially those in Las Vegas. A handful of profiles, mostly in glamour pages, also show her to be responsible for resort details such as worker uniforms and the design of spas, and the magnet that's drawn exclusive brands such as Oscar de la Renta, Manolo Blahnik, Fred Leighton and Graff to Wynn-built casinos, winning over wealthy domestic and international shoppers.

Furthermore, when Steve Wynn sold the Bellagio and Mirage, Elaine was responsible for drawing thousands of employees to Wynn Resorts, the 2005 Vogue profile shows, and she remained a channel between the somewhat mercurial Steve Wynn and many constituents including employees, retailers, and investors.

In an era when competitors stumbled, Elaine Wynn believes it is those actions, done as a board director, that are an important element of the company's Midas touch. As the power grab reaches a boiling point, Wynn Resorts is also in a position of now having to make the case against her record -- something that Steve Wynn appears reluctant to do himself.

“Although Elaine Wynn has been associated with the companies in which Steve Wynn served as the CEO, she has never performed a role where she had daily operating responsibilities or any direct responsibilities for lines of business or corporate functions," Matt Maddox, President of Wynn Resorts, told Forbes in an emailed statement.

Without Elaine Wynn, the company will increase its independent directors and nominate one or more "diverse directors" before year-end, Maddox adds. Meanwhile Wynn Resorts' biggest tasks are the $4.1 billion opening of Wynn Palace in Macau, and the up to $1.75 billion creation of a resort casino near Boston, says Maddox.

"Elaine Wynn has not had any direct responsibility for any element of either project,” he states.

To those comments, Elaine Wynn responds, "Wynn Resorts is a reflection of my continuous vision, and the strength of our brand contributes to the rich success of the company and keeps our loyal customers returning to our resorts. Just as importantly, while I never had an official operational role, in addition to my work on various aspects of each of our facilities, I have continually served as an important sounding board and counselor for Steve Wynn on important operational, strategic and personnel decisions."

"In short, there would be no Wynn Resorts without Elaine, and I remain steadfast in my commitment to the company and to ensuring the Board operates for the benefit of my fellow shareholders," she adds.

Erik Gordon, a professor of law and business at the University of Michigan who specializes in corporate governance matters and is following the Wynn Resorts proxy warns against underestimating Elaine Wynn's impact.

“Someone of her stature and her history will be hard to replace," says Gordon. "She is not just a hired hand. she knows the business inside and out. They can replace her, but I don’t know with whom," he says.

When contacted by Forbes analysts covering Wynn Resorts declined to address the proxy battle in on-the-record comments. However, one outcome of the board fight may be an inevitable shift in the structure and governance of the company.

Regardless of who wins, Wynn Resorts may have no choice but to accept a more corporate and by-the-book way of doing business; a contrast to its early days when Steve Wynn, with Elaine Wynn at his side, rose to the top of the industry by investing boldly, as trend-setters, and often with little deference to risk-averse investors.

Another pressure: the changing landscape of Macau, China's offshore gambling market, where political shifts, corruption probes and a slowing of the region's economic growth have battered the shares of Wynn, Las Vegas Sands and MGM Grand. Hedge fund shareholders are already calling for MGM to spin its real estate assets.

Michgan's Gordon characterizes Wynn Resorts as a cult stock, similar to Starbucks, Amazon and Google, where shareholders are investing as much in a personality and a way of doing business, as they are the business itself. However, he warns that cult stocks run aground when in-fighting emerges, or a CEO loses their way. For every Starbucks, there's also an Abercrombie & Fitch or American Apparel, Gordon notes. He believes Wynn Resorts has already stumbled and has the choice of accepting a more professional face, appeasing investors, or spiraling.

Another possibility is a powerful change agent, perhaps an activist investor, emerges. If Elaine Wynn is now defending her life's work, she could form a powerful shareholder group, notes Gordon.

For now, however, Elaine Wynn is eschewing the idea she is creating trouble for Wynn Resorts, hoping instead investors see her impact on the $13 billion market cap casino giant and vote to keep her on the board.

I’m a staff writer at Forbes, where I cover finance and investing. My beat includes hedge funds, private equity, fintech, mutual funds, M&A and banks. I’m a graduate of Middlebury College and the Columbia University Graduate School of Journalism, and I’ve worked at TheS...